LUSE LEHMAN GORMAN POMERENK & SCHICK A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 5335 WISCONSIN AVENUE, N.W., SUITE 400 WASHINGTON, D.C. 20015 -------------------- TELEPHONE (202) 274-2000 FACSIMILE (202) 362-2902 WRITER'S DIRECT DIAL NUMBER (202) 274-2000 September 17, 1998 The Board of Directors Pathfinder Bancorp, Inc. 214 West First Street Oswego, New York 13126 RE: PATHFINDER BANCORP, INC. COMMON STOCK PAR VALUE $.10 PER SHARE ------------------------------------- Gentlemen: You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the "Offering") of Pathfinder Bancorp, Inc. (the "Company") Common Stock, par value $.10 per share ("Common Stock"). We have reviewed the Company's Certificate of Incorporation, Registration Statement on Form S-2 ("Form S-2"), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock. We are of the opinion that upon the declaration of effectiveness of the Form S-2, the Common Stock, when sold, will be legally issued, fully paid and non-assessable. This Opinion has been prepared for the use of the Company in connection with its registration statement on Form S-2, and we hereby consent to the filing of this Opinion as an exhibit to such registration statement and to our firm being referenced under the caption "Legal Matters." Very truly yours, Luse Lehman Gorman Pomerenk & Schick A Professional Corporation /s/ Alan Schick -------------------------- By: Alan Schick